UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2019

Service Corporation International

(Exact Name of Registrant as Specified in Charter)

Texas	1-6402-1	74-1488375
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1929 Allen Parkway

Houston Texas

77019

(Address of Principal Executive Offices, and Zip Code)

(713) 522-5141

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($1 par value)	SCI	New York Stock Exchange

Item 8.01 Other Information

On May 7, 2019, Service Corporation International (the “Company”) announced that it intends to offer $750 million aggregate principal amount of senior notes pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission, subject to market and other conditions (the “Senior Notes Offering”). The press release relating to the Senior Notes Offering is attached as Exhibit 99.1 and is incorporated herein by reference.

In addition, the Company announced that it commenced a cash tender offer to repurchase its $425 million 5.375% Senior Notes due 2022 (CUSIP No. 817565 BZ6/ ISIN US817565BZ69) and related consent solicitation (the “Cash Tender Offer and Consent Solicitation”). The press release relating to the Cash Tender Offer and Consent Solicitation is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the notes or any other securities of the Company. The notes will be offered only by means of a prospectus supplement and accompanying base prospectus.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are included with this report:

Exhibit No.	Description
99.1	Press Release dated May 7, 2019, in respect of Senior Notes Offering
99.2	Press Release dated May 7, 2019, in respect of Commencement of Cash Tender Offer and Consent Solicitation

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 7, 2019

By:	/s/ Eric D. Tanzberger
	Eric D. Tanzberger
	Senior Vice President Chief Financial Officer